Arlen had originally collaborated with Johnny Mercer, who wrote lyrics that began "I've seen Sequoia, it's really very pretty, the art of Goya, and Rockefeller City, but since I saw you, I can't believe my eyes."[2] The Gershwin Collection at the Harry Ransom Humanities Research Center at the University of Texas at Austin contains a typescript draft of the lyrics with Ira Gershwin's handwritten changes.

The best-known recording of this song was made by Judy Garland with the Warner Bros. orchestra under the direction of Ray Heindorf using an arrangement by Skip Martin. Judy's performance of the song in A Star is Born is unusual for being filmed in one continuous shot. In the finished take, Garland (as Esther Blodgett) performs the song in a nightclub during a musicians-only session after closing time. The chairs are up on the tables for floor cleaning, the air is filled with cigarette smoke, and Garland's character, without an audience other than her musician friends, is encouraged by the pianist to rise from her seat on the piano bench and "take it from the top."

"The Man That Got Away" is arguably the most important single musical sequence in the entire film. As one of the first segments filmed for the movie, it was photographed in three different costumes on three different occasions, in over forty different partial or complete takes. Judy Garland recorded the song on September 3, 1953, and the number was first filmed on Wednesday, October 21, 1953.

Due to technical limitations of the medium at the time, the cameraman could not give director George Cukor what he wanted: "low light levels, the impressionistic feeling of the musical instruments, Garland moving in and out of pools of light," so he was fired. Cukor realized later that the film stock itself was the problem, not the cinematographer, and re-employed him in a number of other films later on.

Changes were then made to the costume and set and the number was filmed a second time the following Thursday, October 29. Art director Gene Allen said, "The first time it looked as if we had painted a set to look like a bar. So to give it a slightly impressionistic look I...put a scrim between the musicians and the back bar. If you look very carefully at that scene you can see the scrim nailed down on the floor..."

According to sound man Earl Bellamy: "When Judy sang to playback, you could never hear anything...She wanted me to start off at a full blast and then she topped that...her huge voice carrying out over the rafters. You could hear Judy clear as a bell, and she sang right with it..."

Garland did 27 takes of the number over three days, both partial and complete, but according to Allen, "Cukor had her doing all sorts of different bits of business before the song. All of that action didn't really fit the song though — it was just too busy. Plus, she didn't look good — her costume was wrinkled, and didn't fit right...." If that weren't enough, the color was too brown for her complexion as well.

Four months later it was filmed for a third time in February 1954, with new hairstyle and costume and a totally brand new set. Cukor felt this time they had finally got it right: "I think we've generated a lot of sex...She looks perfectly charming in a new Jean-Louis dress, and I know that this too is an enormous improvement over the way we first did it — it has fun and spirit."

Main principal photography for the film began in earnest around the first week of February, 1954. Ten days later, the number was filmed in both widescreen Technicolor and in CinemaScope as well. As a result of the fabulous color renditions and faithful representations of the sweeping views, Jack L. Warner and Producer Sid Luft agreed to scrap nearly two weeks of footage to date and began the film again in CinemaScope. The original takes are added as a special feature on the currently available DVD.

Garland later sang this song as a regular part of her concert repertoire for the rest of her career as well as on the Sammy Davis Jr. Show in 1966.

Clare Fischer's novel arrangement (recorded June 1960, released February 1962), scored for strings, harp, and a jazz quartet led by vibraphonist Cal Tjader, was one of the highlights of Cal Tjader Plays Harold Arlen, the earliest recorded document of Tjader's and Fischer's longstanding association.[3]

Jeff Buckley frequently performed the song (under its original title) on his last tour before his death in 1997. His live performance of the song at Great American Music Hall in San Francisco made it on to his posthumous album "Mystery White Boy" in 2000.